CITY OF
PUBLIC
WORKS/UTILITIES DEPARTMENT
To: Mayor and
City Commission
From:
By:
Date: November
29, 2007
Subject: Boat
Ramp Installation Agreement
Earlier this year,
the City staff was approached by the City of
The Public Works
Department has reviewed the request and determined that it will not impact
Recommendation:
The City
Administration recommends Commission’s consideration and approval of the
attached resolution authorizing the Mayor to enter into the attached agreement
with the City of
RESOLUTION NO. ____________
A RESOLUTION OF THE CITY COMMISSION OF THE
CITY OF
BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF
Section 1: That the City Manager is hereby
authorized to enter into the attached agreement between the City of
Section 2: That this Resolution shall take effect immediately upon adoption.
PASSED and
ADOPTED by the City Commission of the City of
APPROVED AS TO FORM:
CITY ATTORNEY SAMUEL S. GOREN
MAYOR JACK BRADY
VICE MAYOR RICH MOYLE
ATTEST:
_________________________________________
PATRICIA VANCHERI, DEPUTY CITY CLERK
BOAT RAMP INSTALLATION AGREEMENT
BETWEEN CITY OF
AND CITY OF
THIS AGREEMENT dated this _____ day of _____________________________, 2007 made by and between:
THE CITY OF
And
CITY OF NORTH LAUDERDALE, a
W I T N E S S E T H:
WHEREAS,
WHEREAS, a number of these installation
sites and facilities are located on waterways within
WHEREAS, in order to effectively access and service these public works installations and facilities the CITY is seeking permission from property owners to install boat ramps on their property to allow for access to the necessary waterways; and
WHEREAS, TAMARAC is further seeking access easements from the appropriate property owners provide reasonable and efficient access to the waterways and public works facilities and installations in order to enable TAMARAC to properly service and maintain these sites; and
WHEREAS, once TAMARAC has obtained permission from NORTH LAUDERDALE to install these boat ramps, TAMARAC will enter into agreements with contractors to perform the necessary design and installation work; and
WHEREAS, the Parties agree that it is
in the best interests of the citizens and residents of the City of
NOW, THEREFORE, in consideration of the
mutual terms, conditions, promises and covenants hereinafter set forth, and
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged,
1. Recitals. The foregoing “WHEREAS” clauses are hereby incorporated herein by this reference.
2.
3.
4.
5.
6. Governmental Immunity. Both parties are state agencies as
defined in Chapter 768.28, Florida Statutes.
Each agrees to be fully responsible for acts and omissions of their
agents or employees to the extent permitted by law. Nothing herein is intended to serve as a
waiver of sovereign immunity by any party to which sovereign immunity by any
party to which sovereign immunity may be applicable. Nothing herein shall be construed as consent
by a state agency or political subdivision of the State of
7. Independent Contractors. This Agreement does not create an employee/employer relationship between the Parties. It is the intent of the Parties that TAMARAC and NORTH LAUDERDALE are independent contractors under this Agreement and neither is the employee of the other for all purposes, including, but not limited to, the application of the Fair Labor Standards Act minimum wage and overtime payments, Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the provisions of the Internal Revenue Code, the State Workers’ Compensation Act, and the State unemployment insurance law. The Parties shall each retain sole and absolute discretion in the judgment of the manner and means of carrying out their activities and responsibilities hereunder provided, further that administrative procedures applicable to services rendered under this Agreement shall be those of each individual Party. Services provided by each Party pursuant to this Agreement shall be subject to the supervision of such Party. In providing such services, neither Party nor its agents shall act as officers, employees, or agents of the other Party. The Parties agree that they are separate and independent enterprises, that each had the full opportunity to find other business, that it has made its own investment in its business, and that it will utilize a high level of skill necessary to perform the work hereunder. This Agreement shall not be construed as creating any joint employment relationship between the Parties and neither Party will be liable for any obligation incurred by the other Party, including, but not limited to, unpaid minimum wages and/or overtime premiums.
8. Third Party Beneficiaries. Neither party intends that this Agreement shall directly or substantially benefit any third party by this Agreement. Therefore, the Parties agree that there are no third party beneficiaries to this Agreement and that no third party shall be entitled to assert a claim against either party based upon this Agreement. The Parties expressly acknowledge that it is not their intent to create any rights or obligations in any third persons or entity under this Agreement.
9. Legal Representation. It is acknowledged that each party to this Agreement had the opportunity to be represented by counsel in the preparation of this Agreement and, accordingly, the rule that a contract shall be interpreted strictly against the party preparing same shall not apply due to the joint contribution of both parties.
10. Assignments. This Agreement, or any interest herein, shall not be assigned, transferred or otherwise encumbered, under any circumstances, by the Parties without the prior written consent of the other party.
11. Records. Both Parties shall keep, maintain and preserve books and records and require any and all subcontractors to keep books and records as may be necessary in order to record complete and correct entries as is related to personnel hours charged to this engagement, any expenses for which the Parties expect to be reimbursed, or any other records that are related to this Agreement. Such books, accounts and records will be available at all reasonable times for examination and audit by the other party and shall be kept for the required retention period of the Florida Public Records Act (Chapter 119, Fla. Stat.) or as may otherwise be required by law. Incomplete or incorrect entries in such books and records will be grounds for disallowance by the other party of any fees or expenses based upon such entries.
12. Public Records. Pursuant to Chapter 119, Florida
Statutes,
13. No Contingent Fees. The Parties warrant that they have not employed or retained any company or person, other than a bona fide employee working solely for such party, to solicit or secure this Agreement, and that it has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for the Parties, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement.
14. Notice. Whenever any party desires to give notice
unto any other party, it must be given by written notice, sent by certified
United States mail, with return receipt requested, or by facsimile transmission
with certification of transmission to the receiving party, addressed to the
party for whom it is intended and the remaining party, at the places last
specified, and the places for giving of notice shall remain such until they
shall have been changed by written notice in compliance with the provisions of
this section. For the present,
City
of
7525 NW 88 Avenue
Telephone No. (954) 597-3515
Facsimile No. (954) 597-3520
Copies to: Jack Strain, Public Works Director
City
of
Telephone No. (954) 597-3734
Facsimile No. (954) 597-3710
Samuel S. Goren, City Attorney
Goren, Cherof, Doody & Ezrol, P.A.
Telephone No. (954) 771-4500
Facsimile No. (954) 771-4923
City
of
701 SW 71 Avenue
Telephone No.: (954) 722-0900
Facsimile No.: (954) 720-2151
Copies to: Mike Shields, Public Works Director
City
of
701 SW 71 Avenue
Telephone No.: (954) 722-0900
Facsimile No.: (954) 720-2064
Samuel S. Goren, City Attorney
Goren, Cherof, Doody & Ezrol, P.A.
Telephone No. (954) 771-4500
Facsimile No. (954) 771-4923
16. Binding Authority. Each person signing this Agreement on behalf of either party individually warrants that he or she has full legal power to execute this Agreement on behalf of the party for whom he or she is signing, and to bind and obligate such party with respect to all provisions contained in this Agreement.
17. Exhibits. Each Exhibit referred to in this Agreement forms an essential part of this Agreement. The exhibits if not physically attached should be treated as part of this Agreement and are incorporated herein by reference.
18. Headings. Headings herein are for convenience of reference only and shall not be considered on any interpretation of this Agreement.
19. Severability. If any provision of this Agreement or application thereof to any person or situation shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement, and the application of such provisions to persons or situations other than those as to which it shall have been held invalid or unenforceable shall not be affected thereby, and shall continue in full force and effect, and be enforced to the fullest extent permitted by law.
20. Governing Law. This Agreement shall be governed by
the laws of the State of
21. Disputes. Any claim, objection, or dispute
arising out of the terms of this Agreement shall be litigated in the
Seventeenth Judicial Circuit Court in and for
22. Joint Defense. In the event that the validity of this Agreement is challenged through legal proceedings or otherwise, the Parties agree to cooperate with each other in defense of this Agreement, with each Party to bear its own attorney's fees and costs associated with such defense.
23. Attorney's Fees. In the event that either party brings suit for enforcement of this Agreement, each party shall bear their own attorney's fees and costs, including paralegal fees, at both the trial and appellate levels, in addition to any other remedy afforded by law, except as may otherwise be provided for in this Agreement.
24. Extent of Agreement. This Agreement together with the attached Exhibits, as amended herein above represents the entire and integrated agreement between the Parties and supersedes all prior negotiations, representations or agreements, either written or oral.
25. Multiple Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.
26. Materiality and Waiver. The Parties agree that each requirement, duty and obligation set forth herein is substantial and important to the formation of this Agreement and, therefore, is a material term hereof. Failure of either party to insist upon strict performance of any provision or condition of this Agreement, or to execute any right therein contained, shall not be construed as a waiver or relinquishment for the future of any such provision, condition, or right, but the same shall remain in full force and effect.
27. Compliance with Laws. The Parties shall comply with all federal, state, and local laws, codes, ordinances, rules and regulations in performing its duties, responsibilities and obligations pursuant to this Agreement.
IN WITNESS WHEREOF, the City of
CITY
OF
ATTEST: BY:______________________________________
MAYOR BETH FLANSBAUM-TALABISCO
BY:__________________________________
MARION SWENSON, CITY CLERK
APPROVED AS TO FORM:
BY:__________________________________
OFFICE OF THE CITY ATTORNEY
__________________________________________
__________________________________________
WITNESS:
BY:______________________________________
__________________________ __________________________________________
Print
or Type Name and Title
___________________________
STATE
OF
)
ss:
COUNTY OF ________ )
ON THIS ____ day of
___________________, 2007, before me, the undersigned notary public, personally
appeared ____________________________________ as Mayor of the City of Tamarac,
personally known to me, or who has produced _________________________________
as identification, and is the person who subscribed to the foregoing instrument
and who acknowledged that (s)he executed the same on
behalf of said Association and that (s)he was duly authorized to do so.
IN WITNESS
WHEREOF, I hereunto set my hand and official seal.
___________________________________
NOTARY
PUBLIC
My Commission Expires: ___________________________________
Print
or Type Name
CITY
OF
BY:______________________________________
ATTEST: MAYOR JACK BRADY
BY:___________________________________
CITY CLERK
APPROVED AS TO FORM:
BY:___________________________________
OFFICE OF THE CITY ATTORNEY
__________________________________________
__________________________________________
WITNESS:
BY:______________________________________
__________________________ __________________________________________
Print
or Type Name and Title
___________________________
STATE
OF
)
ss:
COUNTY OF ________ )
ON THIS ____ day of
___________________, 2007, before me, the undersigned notary public, personally
appeared ____________________________________ as Mayor of the City of North
Lauderdale, personally known to me, or who has produced
_________________________________ as identification, and is the person who
subscribed to the foregoing instrument and who acknowledged that (s)he executed the same on behalf of said Association and that
(s)he was duly authorized to do so.
IN WITNESS
WHEREOF, I hereunto set my hand and official seal.
___________________________________
NOTARY
PUBLIC
___________________________________
Print or Type Name
My Commission Expires:
SSG:DNT:js
H:\2005\050164 TAMARAC\AGMTS\Boat Ramp Agreement- NL and Tamarac.doc
